Twenty-First Century Fox Inc. (“21st Century Fox” or the “Company” — NASDAQ:FOXA, FOX; ASX:FOXLV, FOX) received notification of an unsolicited “mini-tender offer” made by TRC Capital Corporation (“TRC Capital”) to purchase up to 3 million shares of 21st Century Fox Class A common stock from the Company’s stockholders at $30.25 per share in cash. TRC Capital's offer price is approximately 4.6% below the closing share price of the Company’s Class A common stock on September 3, 2013, the day before the offer commenced, and the offer is for approximately 0.19% of the outstanding shares of Class A common stock. The offer is subject to various conditions, including TRC Capital’s ability to obtain sufficient funding necessary to consummate the offer.
The Company is not associated with TRC Capital or this unsolicited offer and recommends that 21st Century Fox stockholders do not tender their shares in response to the offer. 21st Century Fox does not endorse TRC Capital's offer because it is at a price below the market price for the Company’s Class A common stock and, as a mini-tender offer, it does not provide investors with the same level of protections as provided by larger tender offers under U.S. federal securities laws. The Company urges shareholders to obtain current market quotations for their shares of Class A common stock, review the conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC Capital’s offer.
Mini-tender offers seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements under U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The SEC has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC's tips for investors regarding mini-tender offers may be found on the SEC's Web site at http://www.sec.gov/investor/pubs/minitend.htm.
The Company encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.21st Century Fox requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's offer.
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